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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Litigation Release No. 14906 / May 9, 1996
SEC v. KATHLEEN LANE, JAMES PROPP, PAUL TSANG, ROBERT GUERIN,
LUTHER KNOX, and JULIE PROPP, Civil Action No. 96-1728(SI) (N.D.
Cal. May 9, 1996)
The Securities and Exchange Commission today filed a civil
action alleging that six defendants committed insider trading by
trading in the securities of Intuit, Inc. ("Intuit"), or by
tipping others so that they could trade, shortly before two
announcements: an October 13, 1994 announcement concerning a
proposed merger between Microsoft Corporation ("Microsoft") and
Intuit; and a May 20, 1995 announcement that the planned merger
had been abandoned. All defendants have settled the action by
agreeing to the entry of permanent injunctions against them and
paying a total of $472,342 in disgorgement and penalties.
The Commission's Complaint alleges that Intuit's chief
financial officer confided in his wife, defendant Kathleen Lane
("Lane"), about the proposed merger. Lane then allegedly tipped
her son, James Propp, who tipped two of his business associates,
Paul Tsang ("Tsang") and Robert Guerin ("Guerin"), and the three
invested in Intuit stock and options together. In addition, the
Complaint alleges that Lane also tipped her daughter, Julie
Propp, who tipped a friend, Luther Knox ("Knox"), who also
purchased Intuit stock.
The Complaint further alleges that seven months later,
before Microsoft and Intuit announced that the merger plans would
be abandoned, Lane tipped James Propp and Tsang as to the
impending adverse news. James Propp and Tsang allegedly informed
Guerin of what Lane had told them, and the three sold Intuit
stock and purchased put options together.
According to the Complaint, defendants James Propp, Tsang
and Guerin realized profits and avoided losses totaling $187,805
from trading Intuit stock and options while in possession of
material nonpublic information. The Complaint alleges that Knox
made illegal profits of $14,998 from trading in the securities of
Intuit, and total tippee profits and losses avoided were
$202,803.
The Commission's suit, filed in the United States District
Court for the Northern District of California, alleges that the
defendants violated Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 thereunder, and that Lane, James Propp,
Tsang and Guerin also violated Section 17(a) of the Securities
Act of 1933. Simultaneously with the commencement of the action,
the defendants consented, without admitting or denying the
allegations of the Complaint, to the entry of a final judgment
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permanently enjoining them from violating the antifraud
provisions of the federal securities laws alleged against them.
In addition, Lane agreed to pay civil penalties of $202,803;
James Propp, Tsang and Guerin each agreed to pay disgorgement of
$62,602, prejudgment interest of $6,309 and civil penalties of
$14,000; Knox agreed to pay disgorgement of $14,998 and
prejudgment interest of $1,808; and Julie Propp agreed to pay
civil penalties of $4,000.
The Commission acknowledges the assistance of the Chicago
Board Options Exchange, Inc. and the National Association of
Securities Dealers, Inc. in investigating this matter. The
investigation is continuing.